66 . Reduction of share capital.
1. Subject to confirmation by the Tribunal on an application by the company, a company limited by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in any manner and in particular, may—
a. extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up; or
b. either with or without extinguishing or reducing liability on any of its shares,
i. cancel any paid-up share capital which is lost or is unrepresented by available assets; or
ii. pay off any paid-up share capital which is in excess of the wants of the company, alter its memorandum by reducing the amount of its share capital and of its shares accordingly:
Provided that: no such reduction shall be made if the company is in arrears in the repayment of any deposits accepted by it, either before or after the commencement of this Act, or the interest payable thereon.
2. The Tribunal shall give notice of every application made to it under sub-section (1 ) to the Central Government, Registrar and to the Securities and Exchange Board, in the case of listed companies, and the creditors of the company and shall take into consideration the representations, if any, made to it by that Government, Registrar, the Securities and Exchange Board and the creditors within a period of three months from the date of receipt of the notice:
Provided that: where no representation has been received from the Central Government, Registrar, the Securities and Exchange Board or the creditors within the said period, it shall be presumed that they have no objection to the reduction.
3. The Tribunal may, if it is satisfied that the debt or claim of every creditor of the company has been discharged or determined or has been secured or his consent is obtained, make an order confirming the reduction of share capital on such terms and conditions as it deems fit:
Provided that: no application for reduction of share capital shall be sanctioned by the Tribunal unless the accounting treatment, proposed by the company for such reduction is in conformity with the accounting standards specified in section 133 or any other provision of this Act and a certificate to that effect by the company's auditor has been filed with the Tribunal.
4. The order of confirmation of the reduction of share capital by the Tribunal under sub-section (3 ) shall be published by the company in such manner as the Tribunal may direct.
5. The company shall deliver a certified copy of the order of the Tribunal under subsection (3 ) and of a minute approved by the Tribunal showing—
a. the amount of share capital;
b. the number of shares into which it is to be divided;
c. the amount of each share; and
d. the amount, if any, at the date of registration deemed to be paid-up on each share, to the Registrar within thirty days of the receipt of the copy of the order, who shall register the same and issue a certificate to that effect.
6. Nothing in this section shall apply to buy-back of its own securities by a company under section 68.
7. A member of the company, past or present, shall not be liable to any call or contribution in respect of any share held by him exceeding the amount of difference, if any, between the amount paid on the share, or reduced amount, if any, which is to be deemed to have been paid thereon, as the case may be, and the amount of the share as fixed by the order of reduction.
8. Where the name of any creditor entitled to object to the reduction of share capital under this section is, by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to his debt or claim, not entered on the list of creditors, and after such reduction, the company is unable, within the meaning of sub-section (2 ) of section 271, to pay the amount of his debt or claim,
a. every person, who was a member of the company on the date of the registration of the order for reduction by the Registrar, shall be liable to contribute to the payment of that debt or claim, an amount not exceeding the amount which he would have been liable to contribute if the company had commenced winding up on the day immediately before the said date; and
b. if the company is wound up, the Tribunal may, on the application of any such creditor and proof of his ignorance as aforesaid, if it thinks fit, settle a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up.
9. Nothing in sub-section (8 ) shall affect the rights of the contributories among themselves.
10. If any officer of the company—
a. knowingly conceals the name of any creditor entitled to object to the reduction;
b. knowingly misrepresents the nature or amount of the debt or claim of any creditor; or
c. abets or is privy to any such concealment or misrepresentation as aforesaid, he shall be liable under section 447.
11. If a company fails to comply with the provisions of sub-section (4 ), it shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees.
Legal Commentary & Landmark Judgments: Section 66
Section 66 governs the reduction of share capital by a company limited by shares or guarantee, requiring a special resolution and mandatory confirmation by the National Company Law Tribunal.
The Tribunal will confirm the reduction only after ensuring that all creditor debts are discharged or secured and that accounting treatment conforms to accounting standards specified under Section 133.
Section 66 is widely utilized in corporate capital reorganizations, selective capital buyouts, and writing off accumulated balance sheet losses. The NCLT exercises rigorous scrutiny to verify that the reduction does not artificially squeeze out public shareholders at an unfair discount. Creditor consents or bank guarantees securing outstanding corporate liabilities are mandatory prerequisites for securing NCLT confirmation.